The Last of Us Ponies
by The 1597 Faceless Writer
Summary: Twenty years ago, the land of Equestria was changed forever when a deadly infection broke out. Now, Equestrians are living in rotten "safety zones" under the protection of a corrupted government. Applejack is one of these ponies, but she's about to embark on a journey that could possibly change everything around.
1. A Night Like Any Other

Author's Note: With the recent release of highly acclaimed game _The Last of Us_, I was inspired to make an MLP story crossed over with elements from that game. Enjoy!

* * *

The Last of Us Ponies

Chapter 1: A Night Like Any Other

It was a night like any other, to say the least. The air was cool, the stars were out, and the citizens of Ponyville, Equestria, had begun to wind down after a long day of miscellaneous activities. The sun had only set a mere two hours earlier and yet the town was already covered in a blanket of calm darkness that was illuminated only by the lights of the stars, Luna's Moon, and the lamps and lanterns placed throughout the town. However, it was much darker out at Sweet Apple Acres.

Applejack was sitting outside alone. The dim lights of Ponyville danced over the glistening leaves of the apple trees, which seemed to create an orange aura around them. It hadn't been exactly an extraordinary day for Applejack. She had done her daily chores, visited Pinkie Pie at Sugarcube Corner, got caught in a scuffle between Rainbow Dash and Rarity over a patch of mud ending up on Rarity's new dress, and had ended the day with a nice dinner alongside Princess Twilight, Spike, and Fluttershy. Now it was time to simply relax.

"Hey, Applejack?" asked a soft voice from the darkness. Applejack turned to see her younger sister Apple Bloom emerging from the darkness. She had something clutched in one of her hooves. "Can I talk to ya?"

"Why of course, sugarcube. Sit down," Applejack replied with a smile. Apple Bloom giggled as she walked over to her elder sister and sat down. "What is it that you want to talk about?"

A guilty look appeared on Apple Bloom's face. She handed what was clutched in her hoof over to Applejack. It was a blue box with a few strings wrapped around it. "Sorry," she sighed.

"About what?" Applejack asked as she took the box and examined it.

"For forgetting about your birthday."

"Oh." Applejack thought back to her birthday party, which had been around three days ago, and remembered the fact that her kid sister had been nowhere to be seen.

"I got caught up in something with Sweetie Belle and Scootaloo. It was stupid of me to forget something as important as your birthday. I'm _really_ sorry!"

Applejack wrapped a foreleg around Apple Bloom and pulled her in close. "Don't feel bad, sugarcube. I'm not angry. It could happen to anypony."

"Really? You ain't mad at me?"

"Of course not." Apple Bloom beamed up at Applejack and Applejack smiled back. Apple Bloom pulled herself out of her sister's grasp and looked at the box in Applejack's hooves.

"I hope you like it." Applejack opened the box and looked inside to find a simple piece of cloth. The cloth was made out of stitched fabrics and the fabrics depicted an orange mare and a yellow filly standing amongst a sea of apple trees. "I had Rarity make it for you. I even helped out a bit. It's not much, I know, but I couldn't think of anything else."

"It's perfect, Apple Bloom." Applejack smiled at her younger sister as she proceeded to wrap the cloth around her right foreleg. "Now, wherever I go, I can always be reminded of you." Apple Bloom's eyes teared up a bit as she gave Applejack a big hug.

"I love you, Applejack," Apple Bloom cooed. Applejack wrapped a foreleg around her sister and patted her head.

"I love you too, Apple Bloom," Applejack said happily.

* * *

Apple Bloom awoke later than night with a feeling that something was wrong. Her room was dark and quiet and the farmhouse was giving off its usual creaks and groans. The young filly couldn't understand it but she was completely overcome with a sense of dread and fear. The air was thick and she found it difficult to breathe.

She hopped out of bed and moved over towards her window. She pulled the shutters open and was greeted with a cool, refreshing night breeze. It was almost pitch black outside except for the light from the stars, Moon, and dim lanterns of Ponyville. Everything looked peaceful. Everything looked normal. And yet, it felt wrong. Everything felt terribly wrong. Even with the window open, Apple Bloom still found it hard to breathe.

The filly wondered if maybe she had just woken up from a terrible nightmare that she couldn't remember. Apple Bloom wished to accept this thought but her instincts told her that nightmares had nothing to do with the sense of fear that she was currently feeling. There was definitely something wrong. "I better find Applejack," Apple Bloom said under her breath as she moved away from the window and over towards her bedroom door.

Apple Bloom's fear only increased when she entered the upstairs hallway. It was quiet in the farmhouse..._too_ quiet. Apple Bloom had lived in this farmhouse her whole life and had memorized every noise to expect to hear during the night. One of these included Granny Smith's soft, but noticeable, snoring from the room at the end of the hall. Tonight, however, there was no snoring. This concerned Apple Bloom for Granny Smith was hardly one to get up in the middle of the night, except for when it was time for the zap apple harvest. Apple Bloom quietly made her way down the hall towards Granny Smith's room.

The door to Granny Smith's room was wide open, which was not normal as Granny Smith usually left her bedroom door slightly ajar. Apple Bloom peered in through the doorway to find a mostly dark room. The filly reached for a light switch but found that the lights weren't working. "Horse apples," Apple Bloom cursed under her breath as she carefully made her way through the dark room. She was making her way over to the window in order to get a bit of outside light into the room. "Granny Smith? Are ya there?" There was no response. Apple Bloom gulped a bit as she found her way over to the window and pulled the shutters open. The dim light of the stars and Moon shone through the opened window. Apple Bloom was surprised to find that Granny Smith wasn't in the bed nor was she anywhere in the room. However, the filly noticed something on the bed that sent shivers down her spine. In the middle of the bed, there was a large pool of blood. "Oh Celestia. Granny Smith!"

Apple Bloom rushed out of the room and down the hallway towards Applejack's room. "Applejack! Applejack!" cried the filly as she pushed her sister's door open. The window was open in Applejack's room and, shockingly, there was nopony there. Apple Bloom almost flew out the room and down the stairs into the first floor hallway. She then charged into Big Macintosh's room but was horrified to find that it too was empty. "Oh no! Oh no, no, NO!" Apple Bloom ran into the living room and looked around frantically. "Applejack?! Big Mac?! Granny Smith?! Where is everypony?!"

Suddenly, the front door burst open and in ran Applejack. A lantern was hanging from her mouth and she was panting something fierce. Applejack quickly placed the lantern down on the table and closed and locked the door behind her. Through the dim light, Apple Bloom could see that Applejack was terrified. "Applejack? What's going on?" asked the oblivious, but frightened, Apple Bloom. Applejack turned towards her kid sister and approached her. Apple Bloom could see tears rolling down Applejack's face.

"Apple Bloom. I want you to say here. Don't go outside! Don't get near the windows! Don't get near the doors!" Applejack ordered.

"What's going on?! Where's Big Mac?! Where's Granny Smith?!" Applejack seemed to shudder upon hearing Granny Smith's name.

"Just...just stay with me and I'll keep you safe." Applejack picked up the lantern, grabbed Apple Bloom's hoof, and pulled her into the kitchen. "Just sit at the table for a few seconds, okay?" Applejack quickly walked over to the kitchen door and checked to make sure that it was locked. Just then, Apple Bloom heard loud knocking emanate from the front door.

"Applejack! Something's at the front door!" Apple Bloom cried. The sound of splintering wood echoed through the house and was quickly followed by heavy footsteps and raspy breathing. Applejack grabbed Apple Bloom and pushed her behind her. Apple Bloom shook as Applejack grabbed a knife from the counter.

"Just stay behind me, Apple Bloom!" The two sisters froze as a dark figure entered the kitchen. Through the dim light of Applejack's lantern, Apple Bloom could see that the dark figure was none other than Granny Smith; however, something was _definitely_ wrong with her. Her eyes looked foggy and warped, blood trickled from her mouth, her veins popped and bulged against her green skin, pieces of her coat were falling off, her mane was strewn and dirty, and a crazy look was in her eye.

"Oh my Celestia!" Apple Bloom cried as tears began to form in her eyes. "Granny Smith?!"

"Stay behind me, Apple Bloom!" Applejack ordered. Granny Smith screeched angrily as she stumbled her way over towards her two grandchildren. "Granny Smith! It's us! Applejack and Apple Bloom!" Granny Smith screamed again as she stumbled a few more steps forward. Tears were rolling down Applejack's face and her body was shaking as she raised the knife at her grandmother. "Granny Smith, please don't make me do this!" Apple Bloom was frozen. She didn't know what to think of any of this. Granny Smith stood up on her hind legs and let out another screech. "Granny Smith! PLEASE!" Suddenly, something blunt came down on Granny Smith's head. There was a sickening crack and the two sisters jumped and screamed in surprise. Granny Smith now lay on the floor, screaming and twitching in angry pain, while Big Macintosh stood over her with a large shovel in his hooves.

"Big Mac!" gasped Apple Bloom. Her big brother's face was emotionless but she could tell that he was hiding back a river of tears. Granny Smith looked up at Big Mac and screeched. Big Mac raised the shovel. "Big Mac! Wait!"

"I'm sorry...Granny," said Big Mac as he brought the shovel down over her head. Apple Bloom closed her eyes as she heard several more cracks. When she opened her eyes again, Big Mac was sitting a few feet from Granny Smith's body. Tears were now rolling down his face and he was crying something fierce. Applejack was crying as well. Apple Bloom couldn't let any tears fall. She was so much into a state of shock that her body couldn't register what had just happened.

"Granny...Smith?" Apple Bloom cooed.

"Come on, Apple Bloom," said Applejack as she wiped her tears away and took her sister's hoof. "We need to get out of here."

Apple Bloom, Applejack, and Big Mac quickly made their way out of the farmhouse. "Applejack. Big Mac. What's happening?!" Apple Bloom asked as she let a few tears fall.

"We...we don't know," Applejack replied. "I heard Granny Smith-" Applejack choked a bit. "I heard Granny Smith walk past my door. She then disappeared and Big Mac and I went out to find her. Eventually, she found me and...she chased me back to the house where-" Applejack fell silent.

"There could have been a way to save her," Big Mac said suddenly. "I didn't want to do it. It's just...she was coming up on you two and...I had to protect-"

"Please, brother. We can talk about this later. Right now we need to get help." Suddenly, a series of screams reverberated through the air. The three siblings were caught completely off guard.

"What's happening?!" cried Apple Bloom.

"It sounds like it's coming from town!" Apple Bloom, Applejack, and Big Mac then ran as fast as they could in the direction of Ponyville.

* * *

The three Apple siblings arrived in town to find a horrible sight. Ponies were running through the streets and screaming as other ponies who looked to have the same features as Granny Smith chased after them. Two bloody ponies turned towards the siblings and charged. Big Mac readied his shovel and quickly took care of the two ponies. "Go, go, GO!" Big Mac ordered to his sisters. Applejack placed Apple Bloom on her back and began running.

"Where are we going?!" asked Apple Bloom.

"The library!" Applejack replied. "Twilight must have some way to handle this!"

Apple Bloom tried her best not to look at the carnage around her. Bloody, zombie ponies ran throughout the streets of town and chased after any pony that was normal. Apple Bloom looked for any sign of anypony she knew but couldn't recognize anypony through the darkness. Fires had been started and several buildings were ablaze now. "Just close your eyes, Apple Bloom!" said Applejack. "Don't look at them. I'll protect you! I promise!" Before Apple Bloom closed her eyes, she noticed the cloth she had given Applejack was still wrapped around Applejack's foreleg.

They eventually made it to Twilight's library. "Is she here?" Big Mac asked.

"There's only one way to find out," said Applejack. Applejack ran to the door and kicked at it furiously. "Twilight! TWILIGHT!" Suddenly, Applejack noticed a note on the door. She looked at the note. It read: _Sorry, I'm not here right now. I've been summoned to Canterlot to discuss some urgent matters with my fellow Princesses. See you soon, Princess Twilight Sparkle_.

Applejack let the note fall to the ground. "Well?" asked Big Mac.

"She's not here! She's been called to Canterlot! Oh of all the times for this to happen!" Applejack cried.

"We need to find our friends! We need to get out of here!" Apple Bloom said. Applejack nodded.

"Yes! That's exactly what we need to do!"

"Run! I'll protect you two!" said Big Mac as he readied his shovel. Applejack broke into a run once again and Apple Bloom held tightly onto her sister. The screams of ponies and bloody ponies rang out around them. Lots of tears were now rolling down Apple Bloom's face.

"Applejack...I'm scared," Apple Bloom croaked.

"Don't worry, sis. I'm gonna keep ya safe. That's a promise," Applejack said back at her sister. Apple Bloom looked up towards a building they were passing by. It was a three story building that was almost completely on fire. One of the supports suddenly snapped and the entire building began to fall towards them.

"LOOK OUT!" Apple Bloom cried. Applejack saw the falling building and leapt forward. Apple Bloom screamed as the building crashed the ground behind them. A shower of fire, sparks, wood, and smoke flew through the air around them. Apple Bloom looked back to see that Big Mac had disappeared. "BIG MAC!"

"Don't worry!" called Big Mac from the other side of the wreckage. "I'm fine. I'll met y'all out of town!" Apple Bloom tightened her grip on her sister as Applejack continued to run through the burning Ponyville.

"Just hold on," said Applejack. "We're almost there. Just hold on. I'll keep you safe. I'll keep you safe, Apple Bloom." Apple Bloom watched as other ponies ran alongside them. She noticed Rarity and Sweetie Belle among them.

"Sweetie Belle! Rarity!" Apple Bloom called. The two pairs of sisters met and began running alongside each other.

"What in the name of Celestia is happening?!" Rarity asked.

"I don't know! We just need to get the hay out of town!" Applejack replied.

"Where's Princess Twilight?" asked Sweetie Belle.

"She was called to Canterlot!" Just then, a fiery explosion erupted from behind them. Apple Bloom turned around to see Ponyville caught in a cloud of fire as several bloody ponies marched after them.

Eventually, the two pairs of sisters managed to get away from the town. In fact, they quickly found themselves to be alone. The orange glow of the burning Ponyville could still be seen when they stopped for a quick rest.

"Have you seen the others?" Applejack asked.

"You mean Rainbow Dash, Pinkie Pie, and Fluttershy? No," Rarity replied sadly. "I didn't see them."

"Did you see Scootaloo?" Sweetie Belle asked.

"No," Apple Bloom replied as she shook her head.

"Where's the rest of your family, Applejack?" Rarity asked suddenly.

"Big Mac got separated from us a little while ago," Applejack replied. "As for Granny Smith...she's...she's gone." Rarity stepped forward and hugged Applejack.

"Oh Applejack. I'm so terribly sorry." Apple Bloom and Sweetie Belle sat down next to each other. Sweetie Belle wrapped a foreleg around Apple Bloom.

"I'm sorry, Apple Bloom," squeaked Sweetie Belle.

"Thanks, Sweetie Belle," Apple Bloom replied with a fresh wave of tears. Suddenly, something rustled in the bushes nearby.

"Who's there?!" asked Rarity as she aimed her horn. A shaking figure emerged from the bushes. He appeared to be a normal pony but he was shaking fiercely, parts of his body were burned, and he had a crazy look in his eyes.

"It's over. It's over. Everything's over," the stallion stammered.

"Do you need some help?" Applejack asked.

"STAY BACK!" Apple Bloom realized that the stallion was holding a knife in his hooves. "You could be one of them. You might have been bitten."

"None of us is like those zombie ponies. We're all normal here."

"NO! I can't trust anypony. Stay away from me!"

"We're just trying to help," said Apple Bloom as she stood up.

"Stay back, Apple Bloom!" Applejack hissed. The stallion pointed the knife at Apple Bloom. "Don't you point that at my sister!"

"Then stay away from me!" snapped the stallion. Applejack stepped towards the stallion.

"First, point that somewhere else!"

"STAY AWAY FROM ME!" The stallion pointed the knife at Applejack.

"Look, none of us here knows what's happening. I think you should just put down the knife and-"

"NO! You're all infected! You're trying to worm your way into my mind!"

"What rubbish!" snapped Rarity.

"EVERYPONY'S INFECTED! EQUESTRIA HAS FALLEN! THE END OF TIME HAS COME!" The stallion had clearly lost his mind. Apple Bloom took a step back. Unfortunately, she ended up stepping on a twig that gave off a loud sound as it broke. "GET AWAY FROM ME!" The stallion then threw his knife. Applejack lunged forward, tackled the stallion, and knocked him unconscious. Sweetie Belle gave a loud scream.

"OH MY CELESTIA!" cried Sweetie Belle. Apple Bloom noticed that Sweetie Belle was looking not at the stallion but at her.

"Oh my...APPLE BLOOM!" cried Rarity.

"What is it?" Apple Bloom asked. Just then, a surge of pain rushed through Apple Bloom's body. She looked to see that the stallion's knife had lodged itself in her body and a lot of blood was spilling out. Apple Bloom became extremely dizzy and fell to the ground.

"APPLE BLOOM!" cried Applejack as she saw what had happened. Apple Bloom tried her best to focus as Applejack ran to her side. "Oh no, no, no, no, no!" Applejack knelt at her sister's side while Sweetie Belle and Rarity looked on in sad horror.

"Applejack...I feel...tired," Apple Bloom sighed. Tears rushed down Applejack's face.

"You're gonna be okay, Apple Bloom. Everything's going to be okay."

"Applejack...I'm scared."

"Don't be. You're gonna be okay. You're gonna be okay!"

"Don't forget about me, Applejack." Apple Bloom could feel her grasp on the world slipping away. She couldn't even see Rarity or Sweetie Belle anymore. All she could focus on was Applejack's face. "Promise me."

"Apple Bloom...don't-"

"Promise me...that you'll always remember me."

"I...I promise, Apple Bloom!"

"Thank you...I love you, Applejack." Apple Bloom reached a hoof up and touched her elder sister's face.

"I love you too, Apple Bloom." Apple Bloom smiled as she let her hoof fall to the ground. "No! NO! Apple Bloom! Please! Don't go!" The world began to grow dark. Applejack's voice grew further and further away with each passing second. Apple Bloom knew that this was it. She was going back home to see Granny Smith; and maybe even Mom and Dad were there waiting for her. She felt sad...but she also felt happy. She would see Applejack, Big Mac, Sweetie Belle, Scootaloo, and everypony else again, in time. Then they would be able to pick things up where they left off. Apple Bloom found herself smiling at this thought. "Apple Bloom! I'm sorry! I'm so sorry! I promised that I'd protect you and I failed you! I'm sorry, Apple Bloom! I'M SORRY!" Apple Bloom wanted to tell her sister that she forgave her, but she didn't have the strength. With her last look at life being Applejack's teary face, Apple Bloom gave her last breath and let go.


	2. Manehattan

_**Twenty Years Later...**_

Chapter 2: Manehattan

"And that's it for today. Have a good afternoon, class," Clockwork said as he smiled at his class of fifteen colts and fillies. The young ponies stood up and began to make their way out of the classroom. Clockwork felt sorry for them. It would be another difficult walk home for them. Today marked the fourth day in a row with heavy showers. Clockwork looked out one of the classroom windows and stared up at the bleak, dark, and cloudy sky that seemed to be nowhere near close to getting rid of its watery baggage. Clockwork smiled for a moment as he thought back to the days when the weather could be controlled by the pegasi. He quickly shook this thought away and returned to grading today's quizes. He had learned over time that thinking of the good days only brought sadness and despair.

He had just begun looking over Dark Shade's quiz when he noticed something: one of his students was still in the classroom. She was sitting in the back of the room and appeared to be reading the notes of old Equestrian history that Clockwork had stapled to the walls of the room. Clockwork smiled for he knew this particular student all too well.

Her name was Ivy. She was a small earth pony with a brown mane and a gray-blue coat. Her eyes were silver and her cutie mark consisted of an ivy vine with several, green leaves. She was quite intelligent for her age, which was around nine, and she did extraordinarily well in class. She was quite shy and hardly talked to anypony else. However, Clockwork had come to learn that she took quite an interest in history, which was a topic that he was particularly fond of as well. Ivy loved to read the historical notes that Clockwork occasionally posted on the walls of the classroom. He hadn't posted a new one for quite some time and yet she always reread each note as if it were the first time she had stumbled upon it. As Clockwork stared at her, he thought of her reason for staying after class. She had been doing this for at least three weeks now.

He stood up and slowly approached her desk. She appeared to be oblivious to the fact that he was approaching her. Clockwork politely cleared his throat and tapped one of his hooves on the desk. Ivy turned her attention away from the notes and looked up at him. "Class is over now, Ivy," he said with a kind smile. "You should be getting on home."

Ivy sighed as she got out of her seat and grabbed her bag. "Have a good day, Mr. Clockwork," she sighed sadly.

"Ivy." Clockwork placed one of his hooves on her shoulder. He wasn't entirely sure if he should ask, as it really wasn't any of his business, but his curiosity urged him to ask anyway. "Before you go, can I ask you something?"

"Sure."

"I've noticed that you've been staying after class quite often for the past three weeks. I know that your reason for this has nothing to do with tutoring, as you're such a bright filly. If you don't mind me asking, is there something wrong?"

Ivy was silent for a moment. She turned away from Clockwork and appeared to be mentally debating on whether or not to answer his question. Clockwork began to feel slightly guilty for asking Ivy the question when she turned back to him. "It's...my friends," she replied.

"Your friends?" Clockwork asked.

"Yeah. My friends at the orphanage. They didn't go to school. I hung out with them everyday after school. Three weeks ago...Charlie got an idea...and-" Ivy stopped. She appeared to be holding back tears. "They're gone."

Clockwork didn't need to use any of his advanced intellect to deduce what Ivy meant by _they're gone_. It was a statement that he had heard all too many times within the past two decades. "I'm sorry, Ivy. Believe me, I can understand what you're feeling," Clockwork said.

"Yeah," Ivy sighed as she made her way out of the room. "I know." Clockwork could only watch sadly as Ivy exited the classroom and headed out into the rainy streets of Manehattan. He then let out a depressed sigh before returning to his desk to continue grading his students' quizes.

* * *

Applejack trotted down the muddy brick street. Dead and waterlogged weeds popped up through the spaces in between the bricks and brushed against Applejack's hooves as she walked. The street was empty aside from the occasional stray animal or shady shopkeeper. Applejack knew the residents of this street quite well. She had come to know a lot about the grimy underbelly of the Manehattan _safe zone_ during the ten years she had spent there.

Her apartment was only five minutes of walking away now. Applejack yawned with each step. It had been a long and boring day of work. Her job consisted of her just helping unload and organize any new shipments of supplies from other settlements in Equestria. Today there had been only one shipment from the Baltimare safe zone and that had been it. It was boring days like this that reminded Applejack of her life back in Ponyville. Applejack always felt a bit of happiness followed by a sting of sadness every time she thought back to Ponyville. The memories of her life on the farm, her friends' happy faces, and all the adventures she had embarked on made Applejack's insides clench up. "Move on, AJ," Applejack stated under her breath as she continued down the wet street.

As she walked, she looked for a sign of any familiar faces. Unsurprisingly, nopony was outside in the bleak weather. This didn't surprise Applejack. Rainy days weren't exactly the most exciting days in the city. As Applejack came to an intersection, she debated on whether or not she should take a quick detour to visit her cousin Babs. Babs owned a small pastry and coffee shop not too far from Applejack's apartment. A loud yawn escaped Applejack's mouth and she decided that she currently needed a nap over a bite of coffee cake.

She had just made her way past the intersection when she heard the sound of somepony running towards her. Applejack looked through the sheet of rain to see a young filly running in her direction. "Please! Help me!" the filly begged.

"What's wrong?" Applejack asked curiously.

"Somepony's after me! Just let me hide for a few minutes!"

Applejack wasn't keen on getting caught up in any drama but something about the filly made her want to help her. "All right. Hide behind me." The filly nodded as she ducked behind a pile of old crates and cloth. Applejack sat down in front of the pile and waited for any sign of the unknown ponies that were chasing after the filly.

Several moments of silence passed and Applejack could hear nothing aside from her own breathing, the filly's scared breathing, and the rain pounding against the ground. Applejack was about to get up and leave when she heard the sound of several hooves running along the street. A couple seconds later, a group of stallions in ragged clothing appeared. "Hey! You!" called the leader of the group.

"Can I help you?" Applejack asked.

"Yeah. We're looking for a filly. Gray-blue coat. Brown mane. Silver eyes. Ivy vine cutie mark. Carrying a school bag. Seen her anywhere?"

Applejack had to admit to herself that she was pretty curious about why this group of stallions was after this filly, but she definitely wasn't going to hand the filly over to them. "Sorry. I haven't seen anypony like that all day."

"Are you sure?"

"Damn straight, I'm sure!"

"You better not be lying to us!"

"I never lie. I'm always honest."

The leader eyed Applejack for a few seconds before letting out a tired snort. "Fine." The stallions then proceeded to disappear down the street.

The filly waited another minute before stepping out from behind the pile of rubbish. "You've got yourself into quite a bit of trouble, haven't you?" Applejack asked.

"I guess I have," stated the filly sadly. "Well, thank you." Before Applejack could say anything, the filly ran off down another street and disappeared into the mush of rain and mist. An old part of Applejack urged her to follow the filly to try to help her, but Applejack resisted this urge to continue her trek home. She didn't want any trouble.

Applejack arrived back at her apartment a couple minutes later. She was happy to see that Vick was home too. Vick was a charming and kind earth pony who Applejack had lived with for at least eight years now. He had a red coat, black mane, blue eyes, and a cutie mark that consisted of two strawberries. Vick was one of the few ponies left in Applejack's life whom she deeply cared for.

"You're home early," said Applejack. Vick nodded as he sat at the kitchen table and sipped a cup of coffee. "Coffee, huh? You must have struck gold at your job."

"Nah. This coffee here is thanks to one of Babs's connections," Vick replied as he took another swig.

Applejack smiled as she thought of her cousin. "Good old Babs. Maybe I should have gone and visited her today."

"Yeah, maybe. So how was your day, AJ?"

"Long and boring. There was only one shipment today."

"It's not surprising. It's a dangerous world beyond those walls. I can only imagine how difficult it must be for the soldiers to transport supplies between the settlements."

"You don't have to tell me how dangerous it is out there. I spent a good ten years passing from town to town before I ended up here."

"And it's a good thing that you did end up here." Vick leaned over and gave Applejack a kiss on the cheek. She smiled seductively at him and gave him a quick kiss back.

"Anything interesting happen in _your_ job today?" she asked.

Vick gave a quick laugh and shook his head. "Nah. Boring as usual," he replied.

"That's disappointing. Working for the soldiers sounds like an interesting job."

"Believe me, it's less exciting than it sounds. Don't believe the rumors that say that you hear interesting stuff if you work for the soldiers. All you do is clean their rooms, cook their food, and listen to bland and snobby conversations about how many things they've fucked in the last week."

Applejack chuckled as she stood up and approached Vick. She placed her hooves on his shoulders and kissed the back of his neck. "Well, it's been a long and dull day. I'm going to go take a nap." Applejack then stroked Vick's spine before trotting down the hallway towards the bedroom. Not one moment after she had collapsed onto the large sheet-covered mattress that she and Vick called a bed, she heard the sound of familiar hoofsteps moving down the hallway. Applejack rolled over onto her back to see Vick standing in the doorway.

"You know, AJ, I just realized that it's been a long time since we've had a large portion of free time to ourselves," he said.

"Yeah. I guess it _has_ been a while," Applejack replied. Vick approached the mattress and knelt down. "I bet you could use a _nap_ too."

"I really could use one." Vick slowly made his way across the mattress's surface until he was right on top of Applejack.

Applejack casually looked between Vick's hind legs and giggled. "Look out, partner. Your decency magic is fading away."

Vick leaned down and gave Applejack a long, hard kiss on the lips. "Maybe that's the plan." He then brought one of his hooves down and began rubbing it up and down between Applejack's hind legs. Applejack groaned quietly as waves of pleasure phased through her entire body. She missed this. It had truly been a long time since she and Vick had last slept together. "Do you like that?"

"Why do you always got to ask that?" asked Applejack with a seductive smile. "_Of course_ I like it!"

"I'm just making sure," Vick replied with a naughty grin.

"Well, are you just going to keep teasing me or are you going to get serious?" Vick didn't respond. He simply smiled as he began grinding his hips against Applejack's. Applejack groaned as Vick's growing member rubbed against her lower torso. He did this for a few seconds before angling himself properly and plunging deep into her.

"There we go," groaned Vick. Applejack spread her legs out and groaned as Vick fell into a pleasant routine of pulling in and out of her. She really had missed this.

"Oh...right there," Applejack sighed under her breath as Vick pushed in deeper and deeper. Her coat was quickly getting drenched in sweat and her body was shaking with pleasure.

"Oh, AJ." Vick closed his eyes as he quickened his pace. Applejack leaned up a bit and kissed Vick on the mouth. Their lips locked for a good minute before she finally pulled away and fell back onto the pillow. The two lovers fell silent for several minutes and the only sounds they could manage to utter were the occasional groan, grunt, or sigh. Vick opened his eyes and stared down at Applejack. Applejack wrapped her forelegs around Vick's forelegs as she stared back up at her lover. "You're so beautiful. I've really missed being with you."

"It's been...ah...too...oh...long."

Vick's pace quickened and Applejack groaned loudly in response. "Oh sweet Equestria...I'm so close now!"

"Ah...ah...don't hold back...give it all to me." Applejack tightened her grasp on Vick's forelegs as the waves of painful pleasure pounded against her senses. The world seemed to become blurry and all Applejack could focus on was Vick's face. Vick closed his eyes again and gritted his teeth.

"Oh Equestria! It's coming!" Applejack was getting close too. The lower half of her body had become immobilized and showed no resistance to Vick.

"I...ah...I...AH...love you...AH...so much...AH...Vick!" Applejack groaned as Vick became faster and harder.

"Oh, AJ!" Vick groaned back. He plunged harder and deeper into her. Applejack felt as if Vick was going to split her lower body in two. "AJ! AJ! AJ! APPLEJACK!" Vick gave one, last, deep plunge into Applejack and the two lovers cried out in ecstasy as they simultaneously reached their climaxes.

After a few more moments of heavy breathing and tired kissing, Vick pulled away from Applejack and collapsed on the edge of the mattress. Applejack remained sprawled out on the mattress for another minute or two as the final bursts of pleasure faded away from within her. She sat up and looked over at Vick, who had now fallen asleep. "That's so like you," she said under her breath with a smile. "You get your fill and then you pass out." Applejack stood up and walked over to the sleeping Vick. She gave him one last kiss on the forehead before making her way over to the bathroom. Before heading in to take a long, cold bath, she looked back at Vick and smiled warmly. "It's funny how I hardly think about how nice it is to have something to live for." Applejack's eyes then trailed down to her right foreleg, where a faded cloth was wrapped. The smile on Applejack's face faded as she headed into the bathroom and shut the door.

* * *

Luna Ray stood at the window of the shop and watched as the rain tapped against the glass. She liked watching the rain. It washed away most of the grime and muck that the city was always keen on creating. It always made her happy to watch the rain, but her own reflection in the shop's window saddened her. She didn't see herself as ugly or anything like that. She took pride in her dark blue coat, indigo mane, violet eyes, and moonbeam cutie mark. What saddened her was the metallic contraption that replaced her left wing. Luna looked at her right wing and thought back to the days when she could fly through the sky with her sister. Now, thanks to a simple mistake and a routine of betrayed trust, she would never be able to fly again.

"Anypony outside?" asked the voice of her boss and close friend, Babs Seed.

"Wha?" asked Luna as she turned around. Babs was standing at the shop counter with a chef's hat on her head and a white apron clinging from her neck. "Oh...no. Nopony's outside."

"Figures. Shitty weather like this doesn't exactly encourage ponies to go out and get a snack."

"Yeah." Luna sighed as she look a few steps towards the counter. "I really want to thank you again for giving me this job."

"Hey. It's no problem. Life has been enough of a bitch to us." Babs's eyes trailed off towards Luna's metallic wing. She lowered her head a bit and Babs awkwardly cleared her throat. "Besides, we all need to find some stable source of income in this crazy world."

"Yeah. Um...Babs...can I ask you something?"

"Sure. What's up, Lu?"

"I...I've always wanted to ask you but I either never found the time nor the courage to do so. Nopony else likes to talk about it and, since we're friends, I was hoping that you'd be willing to at least tell me something."

"Okay...go on."

"Can you tell me...what life was like during the good days?" Babs fell silent and her face became a bit more serious. "I'm sorry for asking. It's just...I've always been curious. I was born eight months after the initial outbreak and my parents hardly ever mentioned anything about the good days to my sister or me. I've always wondered what it was like."

Babs sighed sadly as she looked at Luna. "The good days aren't really something that us older ponies like to discuss. Not because they were bad, but because they were perfect. Life was...great. Equestria lived peacefully under the rule of Princess Celestia and Princess Luna and was saved many times thanks to the will and strength of the Elements of Harmony. There wasn't that much to worry about aside from finding your place in the world and getting your cutie mark." A small smile appeared on Babs's face. "Heh. I remember worrying about getting my cutie mark back before everything went to shit. I had this cousin...Apple Bloom, who wanted a cutie mark just as badly as me (maybe even more). She and her friends had this club called the Cutie Mark Crusaders. I became a member, following some muddy circumstances, and expanded it over here to Manehattan. The sad thing is, I didn't get my cutie mark until after the initial outbreak." Babs looked down at her cutie mark, which consisted of an apple pastry.

"What about Apple Bloom and her friends?" Luna asked.

Babs shook her head and sighed. "Apple Bloom never got her cutie mark. She...she died the night of the initial outbreak," Babs replied.

"I...I'm so sorry."

"Yeah. She was my favorite cousin. I never saw her friends, Sweetie Belle and Scootaloo, again. Equestria knows what happened to them. However, I did manage to reunite with Apple Bloom's older sister Applejack."

"Oh yeah! I think you've mentioned her a couple times before!"

"I probably have. She lives about five minutes from here. She arrived in Manehattan about ten years ago. You can't imagine how happy I was to see her. Of course, that's when I learned about Apple Bloom."

"It sounds like the good days were wonderful."

"Of course they were. That's why they're called the _good_ days."

"Do...do you think it's possible for Equestria to become like it used to be?"

"I wish but it's not likely. The world's too crappy now. Our government is nothing but a bunch of snobbish unicorn dickheads, we've still yet to find a cure to the spores, and the AFOE has been extremely quiet recently."

"The AFOE...I think I've heard about them."

"You may or may not have. The soldiers don't like us talking about them."

"They're a rebellion group...right?"

"Yeah. The Army for Old Equestria. When the world was going to shit, Princess Twilight Sparkle was trying to establish order after Celestia and Luna were infected and...taken care of. However, our current leader came in and performed a coup d'état. Now Princess Twilight is in charge of a group of rebels while the rest of us are being fucked up the ass by our _perfect and glorious_ Prime Minister Osor. If you ask me, I'm wishing for the day that Princess Twilight finally manages to break back into Canterlot and rip Osor's dick off with her horn."

"Believe me, Babs," said Luna as she looked at her metal wing. "I have many reasons to hate Osor."

Babs's face fell as she looked at Luna's metal wing. "You've never told me how that happened to you," Babs stated.

Luna turned away from Babs and looked out towards the raindrops gliding down the shop's window. "It's...not something I like to think back to. I might tell you someday, Babs, but as of now...I'd like to keep that memory to myself." Luna then stepped away from the counter and approached the window, where she continued to watch the raindrops fall.

* * *

Ivy was breathing heavily when she finally made it back to her room in the orphanage. She was soaked from head to hoof in rainwater but she was glad to see that the contents of her school bag remained dry. She quickly dried herself off with a bath towel before running over to her bed to look through a series of history notes she had taken in class. She thought back to Mr. Clockwork and wondered if she should have told him. He seemed like a nice and trustworthy pony. But in this crazy world, it was hard to tell who you could actually trust. Ivy looked out her bedroom window and managed to catch a glimpse of the stallions who had been chasing after her. At first, she hadn't understood why they had been after her; but now she knew.

She recognized one of the stallions. She had seen him the day she, Charlie, Sunny, and Amber Glow had foolishly entered the danger zone. The stallion had seen what had happened to her friends. He had seen what had happened to her. He had told his friends and now they knew it. They knew she was different. Tears rolled down Ivy's face as she thought back to that day. She wished she could go back in time and save her friends; but she knew this was an impossible dream. Once somepony is taken by the spores, they're gone. However...Ivy was shaken by the fact that she was the exception to the rule. Ivy walked over to her bedroom mirror and examined the red mark on her right hind leg. It looked like an ordinary bruise but Ivy knew differently. She knew where it came from and what it meant. "What...am I?" Ivy asked through her tears as she examined the three-week old, red, infected bite mark.


	3. Cornered

Chapter 3: Cornered

Clockwork awoke the following morning and was pleased to see that the rain had finally stopped. The sky was still cloudy and gloomy but at least there was no downpour of cold rain. Clockwork pulled himself out of bed; took a quick, cold shower; got dressed in his usual outfit which consisted of a white buttoned down shirt, a brown and lengthy overcoat, and a pair of sleek, black glasses; and exited his apartment.

As he made his way down the hallway, he came across a mare leaning against one of the hallway windows and looking out upon the bleak, but now thankfully dry, landscape of the Manehattan safe zone. She was around his age and had a blonde mane, orange coat, and a cutie mark that consisted of three apples. Clockwork knew this mare all too well. He didn't know her personally, for he and her only shared the occasional 'hello' or 'good day', but he knew who she was. He knew what she used to be known as. "Morning, Applejack," he said as he passed by. He came to a stop about a foot past her and she turned towards him.

"Morning," she said in return while scratching her head. "Uh...Clockwork, ain't it?"

"Correct. Well, have a nice day." Applejack nodded to Clockwork as a sign of farewell. Clockwork turned away from the mare and made his way through a nearby door and down the stairwell that stood beyond it. As he descended the steps, Clockwork found himself thinking of the good days. He refrained from thinking of his own past but instead focused on thinking of Applejack's past.

_I bet I'm probably the only one around my age in this city who even gives a damn to remember who she was_, Clockwork thought as he arrived on the ground floor of his apartment building. _An Element of Harmony, she was_. He passed through the front lobby and stepped through the front doors. _She represented the Element of...Honesty, I believe_. A humid gust of wind collided with his body as he stepped out onto the soggy road. _I wonder what ever happened to those Elements of Harmony_. Clockwork coughed a bit as he passed by a group of smoking teenagers who didn't even bother to give him the time of day. _Equestria could sure as hell use those right about now_. Clockwork's stomach rumbled a tad as he reached a familiar intersection. It was here that he realized that he had forgotten to eat breakfast before leaving his apartment. "Great," he sighed. Suddenly, a familiar scent of baking bread wafted through the air. Clockwork knew this scent. "I have a few bits to spare. I guess I could take a quick detour to Babs's Bakery."

Clockwork quickly turned around the corner and made a mad dash in the direction of the bakery. His mouth began to water as the sweet scent in the air became stronger and stronger. His stomach was growling like a lion by the time he stepped through the front door of the bakery. Babs's Bakery was practically empty aside from Babs Seed herself, a pegasus mare employee, and a few early bird customers. "Morning, sir," said Babs Seed, who was currently working the cash register. "What can I get for you?"

"A nice apple cinnamon roll would do nicely," Clockwork replied as he placed a few bits on the counter. Babs took the bits and dropped them into the cash register.

"Luna! One apple cinnamon roll!" A nearby pegasus mare, who was currently cleaning an empty table, turned to Babs and nodded as she made her way into the kitchen. As she walked, Clockwork noticed that one of her wings appeared to be constructed out of metal. "You look familiar."

Clockwork turned back to Babs and politely cleared his throat. "I probably do. I've been in here a few times before." Clockwork extended a hoof across the counter and Babs shook it. "I'm Clockwork. I'm the teacher for the Red Oak Schoolhouse."

"Oh yeah! I know ya! I've heard a lot about you from those students of yours that come in here."

"I hope they say nice things when they're here," Clockwork said with a chuckle.

"Don't worry. They do. They say you're the greatest teacher in Equestria and all that usual shit," Babs replied.

"I try to be." A few seconds of silence fell between them. "Do you, by any chance, have a cousin by the name of Applejack?"

"Yeah. How'd you know that?"

"Our apartments are on the same floor in the same apartment building. We pass by each other occasionally. I've heard her mention you before to her...husband?"

"Boyfriend. They haven't made it official but they're already fucking each other's brains out so they might as well go and make it official."

Clockwork chuckled at Babs's comment. "Yeah, well, you know. Ponies aren't very keen on making strong connections like that in _these_ times."

"You could say that again."

Just then, the pegasus mare from earlier appeared on the other side of the counter with a white bag dangling from her muzzle. "One apple cinnamon roll!" she said with a grin as she placed the bag on the counter.

"Thank you...Luna," said Clockwork as he took the bag. At first, the mare acted a bit surprised that Clockwork knew her name but she quickly realized that he had heard Babs call her that earlier. "You aren't by any chance named after Princess Luna, are you?"

"I am. My mother said I was born on a starry night like no other. My full name's Luna Ray," the mare replied.

"Well it's a lovely name. It was a pleasure to meet you, Luna Ray."

"Same here...uh-"

"Clockwork."

"Oh. Nice to meet you too, Clockwork."

Clockwork nodded at Babs and Luna, took the white bag in his mouth, and trotted out of the bakery.

He arrived at his schoolhouse a few minutes later. Clockwork loved his schoolhouse. It was probably the only thing in Manehattan that Clockwork still saw as being beautiful. It was a simple schoolhouse with red panelling, a dark red roof, and a brick chimney that rose above the top of the building. The schoolhouse came complete with a lovely pair of oak entrance doors and a series of clean windows. "I'm glad the world hasn't managed to screw you up yet," Clockwork said under his breath as he unlocked the entrance doors and entered the schoolhouse.

Clockwork walked over to his desk, sat down, and began munching on his apple cinnamon roll as he went back to look over the quizes from the day before. Just as Clockwork finished looking over Dark Shade's quiz again, there was a series of quick knocks at the door. "That's odd. School doesn't start for another half-hour," Clockwork said to himself as he stood up and carefully approached the door. Clockwork quickly reached into one of his pockets and pulled out a defensive knife. He had heard many stories of teachers getting beaten up by thugs and/or rebellious teenage muggers. He wasn't planning on being added to the list; _especially_ with today's shitty medical care. However, Clockwork could sense that his unexpected visitor was a child due to the soft knocks emanating from the door. Clockwork came to a stop in front of the door, reached his hoof forward, grabbed and turned the knob, and opened the door.

* * *

Ivy was surprised to see Mr. Clockwork greeting her at the entrance to the schoolhouse with a knife in his hoof. Ivy jumped a bit in response. "Ivy?" asked Mr. Clockwork as he lowered the knife. Ivy nodded as Mr. Clockwork let out a relieved sigh. "Thank Equestria. I thought you were...nevermind."

"Can I come in?" Ivy asked.

"Sure! Sure. Come on in." Mr. Clockwork stepped aside and allowed Ivy to enter the schoolhouse.

Ivy walked over to her usual desk in the back of the room while Mr. Clockwork closed the front doors. "You're here a bit early," said Mr. Clockwork before walking back to his desk. Ivy looked towards her teacher and nodded. She expected him to question her further but he surprisingly didn't. "Well, go ahead and do whatever it is that you need to do until the others arrive."

Normally, Ivy would have reached into her bag and begun reading one of the books she usually carried around in it. But today was different. "Mr. Clockwork, can I ask you something?" Ivy asked.

"Certainly," Mr. Clockwork replied as he finished making a neat stack of papers. "That's what I'm here for."

"Can you tell me...about the infected?"

Mr. Clockwork was silent for a moment. He was obviously surprised a bit by Ivy asking him such a question. Ivy knew that the topic of the spores and the infected wasn't normal discussion for a pony around her age but that didn't stop her from wanting to know more. All ponies knew about the infected until they reached the appropriate age was that they were monsters. Stay away from them, don't get bitten, don't inhale the spores, and you'll come out _somewhat_ okay in life. "That's not really a topic to discuss with somepony around your age."

"I know, Mr. Clockwork, but I want to know. It's stupid how us younger ponies aren't given the details behind the infected. We need to be prepared. Everypony of all ages should know about what's out there."

Mr. Clockwork fell silent once again. A small smile appeared on his face that Ivy deduced was brought upon by either amusement or respect. Ivy watched as her teacher stood up from his desk, walked over to her, and sat down in the seat across from hers. "You're a very smart and mature filly, Ivy, so I guess I can explain the infected to you. What do you want to know?"

"I don't need to ask you about how one becomes infected, which is brought upon by either breathing in the spores or getting bitten by another infected pony. But, I guess my first question is: what exactly _are_ the spores?" Ivy asked.

"Not much is known about where they came from. Some scientists believe that the spores are mutated toxins released by a certain foreign species of mushrooms that were smuggled into the country from a distant land. But, obviously, nopony has really been able to determine what they are, how they came to be, or how to get rid of them."

"Do the spores affect _every_pony?" Ivy unintentionally began rubbing the red bruise on her leg. "Is it possible for anypony to be immune to them?"

"As far as everypony's concerned, nopony is immune. Anypony can get infected." Mr. Clockwork chuckled a bit. "If somepony turned out to be immune...that pony would probably hold the future to ponykind within their very blood."

Ivy gulped a bit upon hearing Mr. Clockwork's words. "I've heard some ponies talking about different kinds of infected. What exactly does that mean?"

"Well, there's different stages in the infection process. The spores also react to the body in different ways depending on how they're brought into the body. If a pony is infected by a bite, they turn within two days. Those first two days are the first stage of infection. Ponies in the first stage are called Fresh. Once the two days are up, the infection finally begins to take over. During this second stage, an infected pony slowly loses control over his or her body. For a period of two weeks, the pony slowly loses control. Their minds begin to warp and they lose control over parts of their body from their arms to their legs and even their bladders. It's a truly painful experience for the pony. Ponies in the second stage are known as Groaners because they are constantly groaning, crying, and/or shaking in pain. They don't attack as much as ponies in the later stages but they are easily the most unpredictable of the infected as it's impossible to determine whether they're going to attack or ignore you. The third stage then kicks in. Ponies in the third stage are called Rabids because it's here where they become totally insane killing machines. They act purely on animal instincts and hunt in packs. It's also here where fungus begins to cover the body and blood begins to leak out. Ponies are usually in the third stage anywhere from six months to three years. Then the fourth stage kicks in. Ponies in the fourth stage are known as Clickers because they have become blind due to plumes of fungus growing out of their eyes. They hunt in small packs and have super sensitive hearing. They find their way around with echo location. Their entire bodies begin to slowly get consumed by the fungus. A pony is usually in the fourth stage for anywhere from one to two and a half years. Finally, the fifth and final stage kicks in. Ponies in the fifth stage are called Blobs. The fungus has completely consumed the entire body of the pony and they are now officially dead. In the fifth stage, the infected pony's body has been turned into a massive...well...blob of fungus and bodily organs. A Blob is stationary but it is still dangerous because it emits loads and loads of new spores into the air. After about six months to a year, a Blob will ultimately either explode violently or collapse in on itself. It's truly a sad ending for a pony."

Ivy was silent for a moment. "So what happens to a pony that inhales the spores?"

"Inhaling spores is actually much more dangerous than getting bitten. Somepony who inhales a spore becomes a Rabid within one to five hours. Then they move on to the other stages and that's that."

Ivy fell silent again. She was a bit disturbed by the details. "Have...have you ever seen somepony become infected, Mr. Clockwork?"

Mr. Clockwork looked down. His face became much darker and sadder. "Yes...I have." Just then, there was another series of knocks at the front doors.

"Mr. Clockwork?! Are you here?" asked a series of young voices.

"It looks like the other students have arrived," said Mr. Clockwork as he stood up and walked over to the doors. He opened the doors and a group of fourteen colts and fillies entered the schoolhouse.

"Good morning, Mr. Clockwork!" chirped a few of the students. Mr. Clockwork chuckled at Ivy's fellow students while Ivy began to reach into her bag for a book.

"Good morning to you too! I must say that I'm impressed. Everypony's here so bright and early!" Mr. Clockwork was about to close the doors when somepony stopped him.

"Are you Clockwork?" asked a controlling voice. Ivy's ears shot up and her eyes widened as she turned towards the front doors. A small group of five stallions was standing outside the door. They were wearing black suits and shades over their eyes. Despite the disguises, Ivy knew who these ponies were and she knew what they wanted.

"That I am," replied Mr. Clockwork as he blocked the ponies' entry into the schoolhouse. "Might I ask what you good gentlecolts need?"

"You don't need to know who we are," replied the leader of the group. He was a muscular and burly stallion with a black mane, black coat, and baseball club cutie mark. "All you need to know that you and your students are in grave danger unless you do what we say."

Mr. Clockwork didn't budge an inch. "And what exactly is putting my class and I in _grave danger_?"

"You have an infected pony among your ranks." Everypony in the room heard this and gasped loudly. The leader of the group pushed his way past Mr. Clockwork and walked into the room. He scoped out the room with his shaded eyes. Ivy quickly pulled her bag onto the desk and hid her face behind it.

"Excuse me," said Mr. Clockwork as he stepped in front of the leader. "I've checked every single pony that's walked into this room and none of them are infected. Believe me. I've seen the signs of an infected pony and none of my students have them."

"Yes, well, you see, Clockwork, my group and I are not looking for an _ordinary_ infected pony."

"Oh? And what makes this infected pony so special?"

"She was bitten over three weeks ago and has yet to turn."

Ivy jumped a bit and lost her grip on her bag. Her bag fell off her desk and hit the floor with a loud _clang_. Everypony in the schoolhouse turned towards her. A cold smile appeared on the leader's face. "That's her!" cried one of the stallions in the group. Ivy recognized the stallion as the one she had seen the day she had gone out into the danger zone. He was a weaselly stallion with a dark brown mane, dark brown coat, and cigarette cutie mark. The leader shoved Mr. Clockwork aside and began walking towards Ivy. Ivy's heart jumped as she stood up, grabbed her bag, and began walking towards the back of the room.

"Come here, little filly," chuckled the leader as he approached Ivy. "There is much work to be done."

"Get away from me!" Ivy cried as she bumped into the back wall.

"Do what she says," ordered Mr. Clockwork. The leader stopped and turned towards Ivy's teacher. Mr. Clockwork reached into one of his pockets and pulled out a fairly big knife. "Step away from my student."

"You dare threaten me?" cackled the leader as he pulled out two knives.

"Yes, I dare."

"You're going to risk your life to save the life of an _infected_ filly?"

"What proof is there that she was infected?"

"I saw it happen!" screeched the stallion that Ivy recognized.

"Personally, I don't find that as really reliable proof," Mr. Clockwork snapped back. "I know what you ponies are: you're government thugs."

"We're only doing our job," chuckled the leader.

"You think you've won? I may look like an ordinary teacher but I've seen and done shit in my life that would turn your black coat white. I wouldn't fuck with me, if I were you." The leader charged for Mr. Clockwork and swung his knives like a madpony. Ivy's classmates screamed and jumped under their desks. Mr. Clockwork remained calm and stationary until the leader was right in front of him. Ivy watched in amazement as Mr. Clockwork dodged the leader's attacks, flew under him, and jabbed his hooves at several precise locations on the leader's back. The leader groaned with pain as he fell to the floor, unable to move. The other four stallions in the group ran towards Mr. Clockwork to help their leader. Mr. Clockwork lunged for them. He kicked two straight in the jaw with his hind legs and knocked them out, stabbed one in the leg and kicked him in the face, and took out another with a series of precise jabs which resulted in him falling unconscious. Ivy and her classmates were stunned by the sight of their teacher standing amongst a group of injured stallions. "And that, class, is how to deal with criminals. I think you should all go home for today."

Everypony in the class nodded in unison before rushing through the front doors. In a few seconds, Ivy was once again alone in the room with Mr. Clockwork. "Mr. Clockwork?" asked a shaken Ivy. Mr. Clockwork approached Ivy and placed a hoof on her shoulder.

"Go home, Ivy," he said. "You're safe now." Ivy nodded and made her way towards the door. "Ivy?"

Ivy stopped and turned back towards Mr. Clockwork. "Yes?" she asked.

Mr. Clockwork was about to ask her something but he ended up shaking his head. "Nevermind." Ivy had a feeling that she knew what Mr. Clockwork had wanted to ask her.

"What are you going to do about them?"

Mr. Clockwork looked at the thugs, at his knife, and then at Ivy. "I'm going to make sure that they don't come after you again. You run along home now." Ivy nodded and walked through the doorway.

She kept walking until she was out of Mr. Clockwork's view before she quickly turned around and hid along one of the exterior walls of the schoolhouse. She peered in through one of the windows to see Mr. Clockwork walk over to the leader. Mr. Clockwork then raised the knife into the air and brought it down on the leader's neck. Ivy watched as Mr. Clockwork proceeded to slice the necks of the other four stallions with his knife. The floor of the schoolhouse began to get covered in a lake of red. It was around this point that Ivy finally backed away and began making her way back to the orphanage.

* * *

Applejack decided to make a quick trip to Babs's Bakery on her way to work. She was surprised to find the bakery filled with at least fourteen colts and fillies when she arrived. Applejack didn't pay much attention to what they were talking about as she passed by but she could tell that it was something big for them. "Hello, ma'am," said a pegasus mare standing at the register. "What will it be?"

"Nothing really. I'm just here to visit my cousin," Applejack replied.

A look of realization appeared on the mare's face. "I'm guessing you're Applejack!"

"Yep! I'm guessing Babs has told you about me."

"Yes. Good things, of course."

"Is she here, by any chance?"

"Yes! Let me get her!" The mare then quickly disappeared into the kitchen.

As Applejack waited, she found herself listening in to the conversations of the colts and fillies sitting in the bakery. "Mr. Clockwork is so awesome! He totally kicked those guys' butts!" laughed a unicorn colt with enthusiastic excitement.

"I know!" replied an earth pony filly. "I'm never going to cross him again!"

Applejack found herself smiling a bit at the excited children, but she also found herself a bit interested in what they were saying. They were talking about a certain Mr. Clockwork. Applejack thought back to earlier that morning when that neighbor of hers had greeted her in the hallway. His name was Clockwork.

"Cuz!" exclaimed a familiar voice. Applejack turned around to see Babs Seed approaching her. Applejack smiled as she gave her cousin a loving hug. "How have you been?"

"Good. You?" Applejack replied.

"Alright. Haven't had much business these last couple days due to the rain but I think everything's starting to pick up." Applejack and Babs looked around at the group of kids munching on a variety of sweets.

"Say, Babs. Do you happen to know a stallion named Clockwork?"

"Of course. I hear a lot about him from his students."

"He's a teacher?"

"Yeah. Teaches over at the Red Oak Schoolhouse. In fact, he dropped by earlier for an apple cinnamon roll. He asked me about you."

"Me? Why did he ask about me?"

"No particular reason. He was just confirming that you and I were related."

Applejack chuckled a bit. "It seems he's putting a lot more effort into knowing about me than I have into knowing about him," she said.

"Then why not try to get to know him? He seems like a nice guy and, according to these kids, he also kicks some major ass," said Babs.

"I don't know. Vick might get jealous if I try to befriend another guy."

Babs rolled her eyes, leaned in closer to Applejack, and brought her voice down to a whisper. "It's not like you're aiming to fuck the guy, right? What's wrong with making a new friend? Besides, Vick knows how much you care about him and he certainly cares a lot about you. If he starts to get jealous then suck his cock to prove him wrong."

Applejack couldn't help but smile. "Yeah...thanks for the advice, Babs."

"No problem."

Applejack began to make her way back towards the door of the shop. "I'll see ya later then."

"You better start visiting me more often, AJ! Believe it or not, I actually like to have company aside from the usual assholes that come in here," Babs stated.

"It's a promise," Applejack replied with a chuckle as she made her way out of the shop.

* * *

Luna gave out a loud sigh as she finished organizing the last bags of sweets and food ingredients. She was pleased that Babs's Bakery was starting to have more business. The last few days had been pretty dull. Luna let out a yawn as she decided now was a good time to take a well deserved break. She stretched her legs and her wings. Luna found herself looking at her metal wing as it stretched out and then came back in. It moved perfectly like a normal wing, but that was about it. It couldn't help her fly and she couldn't feel it. Luna grew angry as she looked at the wing. Horrible memories began to flood back into her mind: the ambush, the deal, her sister, the lab, the experiment, the betrayal, and...the loss. Luna desperately wanted to rip the metal wing off and crush it to bits on the ground...but she didn't want to go through the pain. She had already suffered enough physical and emotional pain. She didn't want to suffer anymore.

"You already finished?" asked Babs as she entered the back area. Luna turned to her friend and nodded. Babs gave a concerned look and placed a hoof on Luna's shoulder. "Something wrong?"

"Nah," Luna replied. "Just thinking about old memories."

"I'm guessing they're not happy ones."

Luna lowered her head and sighed. "No. They're not." Luna then slowly made her way towards the lounging room to take a quick rest. Sleep always helped wash the memories away. That's what she needed right now: for them to simply wash away.


	4. What Equestria Needs

Chapter 4: What Equestria Needs

Applejack knew she would be late for work but she was determined to know a bit more about her neighbor Clockwork. She didn't know why but what she had seen of and heard about the stallion intrigued her. The gloomy sky shrouded the streets in a gray light as Applejack walked. The air felt thick and watery and smelled like that of a river. Even though it was summer, it was surprisingly cool. The marathon of rainy days was most likely the thing responsible for this.

After a few minutes of walking, Applejack finally found herself approaching the Red Oak Schoolhouse. Taking a close look at it, Applejack felt a sense of familiarity. The door to the schoolhouse was open so Applejack decided to politely let herself in. "Uh...hello? Anypony here?" she asked.

"Yes, there is," replied a friendly voice. Applejack looked to see the stallion known as Clockwork sweeping a mop over the schoolhouse floor. The desks had been stacked up against the windows and the floor was sparkling like a batch of freshly cleaned apples. A series of black trash bags were stacked in the far corner and a strong scent of pears lingered in the air. "Well hello again, Applejack. What brings you here?"

"Curiosity," Applejack replied.

"Curiosity? About what?"

"You."

Clockwork raised an eyebrow as a slightly worried expression appeared on his face. "Has something serious happened?"

"Nah...I just kinda wanna be fair here."

"Fair?"

"Yeah. This probably sounds stupid but I've recently noticed that you've taken a bit more effort in knowing me than I have in knowing you and I just figured that...maybe I could know more about you."

"Why this sudden interest in me? We've lived in the same apartment building for practically an entire decade."

"Nothing really pulled me in to learn more about you until now, no offense."

"None taken. I'm definitely not one of the most interesting ponies in this city."

"Well, from what I've heard, you apparently kick some major ass as a teacher."

Clockwork chuckled as he placed the mop away in a small custodial closet. "Well, I try to be a good teacher. Equestria knows children need some good role models."

"Couldn't agree with ya more."

A few seconds of silence fell amongst them. "I...I want to let you know that I remember as well," Clockwork said suddenly.

"Remember what?" Applejack asked.

"What you used to be. What you were known for all those years ago." Clockwork walked over to his desk, pulled out a bottle of water from one of the drawers, and began to drink some. "I still remember the day you and your friends defeated Discord when he was still evil and such. I was at the ceremony. I picked quite a time to visit Canterlot."

Applejack shuffled her hooves and glanced at the floor. "Yeah...I remember that day too." Applejack gave a quick smile before wiping it away. "But that was a long time ago."

"I understand. I try not to think of those days either. Even the good memories make me feel sad." Clockwork placed the water bottle down and leaned against his desk. "But...perhaps it's good to remember them every once in a while."

Applejack looked down at the cloth wrapped around her right foreleg. "_I love you, Applejack_," echoed the voice of Apple Bloom from within Applejack's mind.

Applejack vigorously shook her head and turned her attention back to Clockwork. As she did so, she took in a great whiff of the pear-scented air. "So where are the pears?" Applejack asked with a grin.

Clockwork appeared confused for a second. "What? Oh! That! Yes...well...I would have preferred another scent but the only collection of air fresheners I had were pear-scented. The place was starting to stink up a bit," he replied.

"Ah. Makes sense." Applejack's eyes trailed over to a nearby clock. "I better get moving then. I don't want to be _too _late for work."

"Okay...well it was nice talking to you."

"Yeah. See ya around." Applejack spun around and made her way out of the schoolhouse. As she walked away, out of the corner of her eye she could see Clockwork dragging the trash bags outside and pulling them into one of the nearby alleyways. She didn't pay much attention to this and began to quickly trot her way towards her job. As she thought over her brief conversation with Clockwork, she found herself smiling a bit.

_He remembered those days. He actually gave a damn to remember what me and my friends used to be_, she thought as she ran. _Equestria could use a few more stallions like him._

* * *

"Hey, Luna?" Luna heard Babs ask. Luna was sitting quietly on the couch in the lounging room. She had previously been napping but Babs's voice had brought her back to the world of the awake.

"Yes?" Luna asked as she turned towards Babs, who was standing in the lounging room doorway.

"I'm gonna head out and get a few things. Could you watch over the store while I'm gone?"

"Sure." Luna shrugged her shoulders as she stood up, yawned, and made her way towards the cash register.

All of the children had left by this point and the bakery was now completely empty. Babs trotted out through the front door and Luna watched Babs walk away until she was out of sight. Luna quickly found herself trapped in another period of silence and loneliness. It was whenever Luna was completely alone when she realized that she despised the feeling with a passion. She hated being alone. She hated being in the dark. She _especially _hated it when she was alone _in _the dark. Occasionally, a pony would walk past the store but not one ever came it. This only made Luna feel more anxious and unsure, for Babs's Bakery normally had at least some amount of business. Even on the rainy days ponies had come in. Today, however, there were no customers. It was just Luna and the bakery.

Before long, an hour had passed and Luna was still standing at the cash register in the silent bakery. Just then, the door opened and Luna nearly attempted to jump into the air due to her excitement. "Hello! Welcome to Babs's Bakery! How may I help you?" Luna asked happily. A young gray-blue filly with a brown coat had entered the bakery. Instead of approaching the counter to order something, she walked over to one of the tables and sat in one of the chairs. An action like this didn't really surprise Luna. Occasionally, some ponies would come into the bakery just to relax and neither Luna nor Babs had any problems with this (as long as they didn't stick around for the entire day); but Luna couldn't help but sense a strange aura coming from the young filly. She appeared sad, confused, frightened, and...lonely. Luna walked back into the kitchen and grabbed one apple turnover from a fresh batch. Shen then walked back into the eating area, approached the table that the filly was sitting at, and placed the bagged turnover in front of her.

"What's this?" the filly asked.

"One delicious apple turnover," Luna replied with a smile.

"But...I didn't order anything."

"It's on the house. You looked a bit sad so I thought that something sweet would cheer you up." Luna leaned in closer to the filly and brought her voice down to a whisper. "Just don't tell my boss that I gave it to you for free or else my ass is grass." The filly smiled as Luna took a few steps back. "Enjoy the turnover."

"Thank you," said the filly as Luna turned around. Luna walked back to the cash register and leaned against the counter as the filly began to bite into the turnover. Luna felt a sense of happiness from watching the filly eat the turnover with a joyful, childish look on her face. The filly quickly devoured the turnover and tossed the bag into the nearby trash can.

"Done already?" Luna asked as she approached the table.

"Yeah. It was really good," the filly replied. "Thank you again."

"No problem. Do you come to this bakery often?"

The filly shook her head. "Not really. A lot of my classmates like to though."

"Were the others in here earlier your classmates? The ones from...oh...what was his name? The ones from...oh! The ones from Mr. Clockwork's class?"

The filly's ears shot up. "Yeah!"

"So you're in Mr. Clockwork's class?" The filly nodded. "I've heard that he's a really good teacher."

"He is...and he's really brave."

"Brave?"

The filly's eyes widened a bit. "Nevermind."

Luna found it odd that a student would describe their teacher as 'brave' but she decided not to press things further. "So, what's your name?" Luna asked.

"Ivy," the filly replied softly.

"Ivy? That's a nice name. I'm Luna Ray."

"That's a nice name too."

"Thank you." Luna smiled at Ivy. "You know, you act a bit...different from your classmates." Ivy looked at Luna sadly. "Not in a bad way! Just in a...different way."

"Well, I _am_ different. But aren't we all different from each other? What two ponies are exactly alike? The answer is: none. We can look and act alike slightly...but we are all different at heart."

Luna gave an impressed grin. "And you're much more mature than your classmates."

"I do a lot of reading...and thinking. Probably more than what my classmates normally do."

"That's good. My father always told me that knowledge is power. And, from the looks of things, you might just be the most powerful pony in your class."

"Maybe." Ivy returned to giving a sad look that made Luna feel that there was something serious going on in this filly's life. Luna felt Ivy's gaze drift over to her metal wing and she shuttered a bit. "What happened to your wing?"

Luna was silent. She felt the memories flooding back to her: the attack, the rescue, the lab, the moment when everything went wrong. Ivy gave off a powerful vibe that almost made Luna want to spill everything out right then and there. But that would be wrong. She and Ivy had only just met and she figured that the filly probably had enough on her plate at the moment. Too much to also think about some strange mare's tragic backstory. "An accident...and that's all anypony needs to know," Luna replied as she stood up. "I hope you come back and visit the bakery again soon." Luna marched back over to the cash register. Ivy sat at the table in silence for a moment before getting up and marching out through the front door. Luna watched quietly as Ivy walked down the street and disappeared from view. Before long, Luna once again found herself alone.

_She was quite a mature young filly_, Luna thought as she leaned against the counter and continued to wait for Babs's return. _Equestria needs more children like her_.

* * *

It wasn't until he was finished placing the desks back in order that Clockwork decided to lock up the schoolhouse and make his way home. He sighed as he looked up at the gloomy sky. "Could use a nice sunny day right about now," he stated. As he rounded a bend, he saw a familiar mare walking towards him. "Babs?"

Babs Seed looked up and gave a surprised smile upon noticing Clockwork. "Well this is a nice surprise," she stated as she struggled to hold the collection of bags she was carrying.

"Go shopping for supplies today?"

"Of course. Thankfully, a new shipment came in today. Applejack may be bored with her job but it sure does make getting supplies easier for her and the ponies she knows."

"Applejack?"

"Yeah. Speaking of her, did she come by and visit ya?"

"Actually, she did. How did you know?"

"I'm the one who convinced her to go."

"So I guess I have you to thank for her finding some interest in me."

"You bet!"

"Well, I hope you're not trying to set us up or anything. Last time I checked, she was taken and I'm not interested on getting on any boyfriend's hit list."

"Hey, don't worry! I like Vick and I have no plans to bring somepony else in between him and AJ. I just thought that AJ could use some more friends outside of me and Vick."

"Does she have any other friends here?"

"In Manehattan, not really. She knows a fair amount of ponies but isn't extremely close to any of them aside from Vick and me. Now she definitely has a large amount of friends but most of them are spread out amongst Equestria. She probably doesn't even know where most of them have ended up by this point."

"A lot of us are in the same situation."

Babs sighed and shook her head. "Yeah. You're probably right."

"Well, I best be heading home. It appears that I have the rest of the day to myself."

"As do I unless I start getting some more business. Hardly anypony has stopped in my bakery today aside from you, your students, and a couple others."

"Here's to better business then!" Clockwork raised a hoof as if to give a toast with an invisible glass. Babs chuckled and followed suit.

"Take care then. I better get back to the bakery to help Luna out."

Clockwork nodded and he and Babs parted ways. It had definitely been a crazy morning for him with the thugs, Applejack's surprise visit, and the situation with Ivy; and he was ready to get home. Clockwork scratched his head upon thinking back to what the thugs had said. Could it really be possible? Was Ivy really infected? Could she possibly be immune? Clockwork didn't want to think about it. The discovery of an immunity could mean a new start for ponykind...but potentially an end to a kind and intelligent filly. Besides, if it were true, it wouldn't be wise to let a cure fall into the hooves of the ponies that ruled Equestria now. They would never use it fairly.

All the thinking about Ivy and immunities and such began to make Clockwork's head hurt. He quickly decided to turn his mental thinking towards more positive things. He found himself thinking about Applejack and Babs. Two ponies that he wasn't particularly close to but was starting to get to know a bit more. He thought back to what he had told Babs earlier about ponies not wanting to have such strong relationships in these dark times.

_Perhaps that is true...but maybe a few strong relationships are good to have_, he thought as he walked through the entrance doors of his apartment building. _Equestria needs more mares like Applejack and Babs Seed._

* * *

It didn't take long for Ivy to walk from Babs's Bakery to the orphanage. The building was surprisingly empty today. She figured that most of the other colts and fillies were out playing amongst some of the abandoned buildings in the safe zone. Ivy made her way up to her room and locked the door behind her. This wasn't an abnormal routine for she always locked her door, but the locked door made her feel a bit safer today. After tossing her bag in a corner she turned and looked out her window. She could see a large portion of the Manehattan safe zone as well as a portion of the danger zone in the distance. Ivy felt her stomach twitch with guilt as she stared out upon the danger zone. Tall buildings rose up from the ground. Vines, flowers, grass, and other various plants ate out their insides to make them appear to be massive skeletons.

The sound of thunder echoed off in the distance and Ivy fell back onto her bed. Old drawings and pictures hung from her bedroom walls and a small bookshelf was situated next to her bed. She turned over to look at her collection of novels and such. She had already read all of them several times over. Ivy thought back to stories she heard about how there used to be buildings that were home to many kinds of books. They had been called libraries. Ivy often had dreams of walking into a library and jumping into a pile of books, ready to start reading them. She longed for more knowledge. She wanted to know more about the world beyond Manehattan and maybe, in turn, learn a bit more about herself.

_I wonder...if there's somepony out there like me_, Ivy thought as she rested her head on her pillow and closed her eyes. She thought back to the pegasus mare with the metal wing she had met at the bakery. She looked like she had seen her share of stuff too and had been through a lot of tough times. She was a mare with a lot of sadness but who was able to reach out to try to ameliorate the sadness in somepony else. Somepony who probably hadn't suffered as much as she had. _Equestria needs more ponies like her._


End file.
